<PAGE>
As filed with the Securities and Exchange Commission
on December 31, 1998
Registration No. 333-20033
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
________________________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________
MASTECH CORPORATION
Pennsylvania 25-1802235
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1004 McKee Road
Oakdale, Pennsylvania 15071
(Address of principal executive offices and zip code)
___________________________________________
MASTECH CORPORATION
AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
___________________________________________
Jeffrey A. McCandless, Vice President - Finance
Mastech Corporation
1004 McKee Road
Oakdale, PA 15071
(Name and address of agent for service)
412-787-2100
(Telephone number of agent for service)
Copies of communications to:
James J. Barnes, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-1415
___________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities To Be Amount to Be Offering Price Per Aggregate Offering Amount of
Registered(1) Registered(1) Share (2) Price(2) Registration Fee(2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock (par value $.01
per share) 3,500,000 $25.5625 $89,468,750 $24,872.31
- --------------------------------------------------------------------------------------------------------------------------------
Total 3,500,000 $25.5625 $89,468,750 $24,872.31
================================================================================================================================
</TABLE>
(1) The provisions of Rule 416 shall apply to the number of shares registered
on this Post-Effective Amendment and shall automatically increase or
decrease as a result of future stock splits, stock dividends or similar
transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average of the high and low
prices for the Common Stock on the NASDAQ National Market, as reported in
The Wall Street Journal, Midwest Edition, on December 22, 1998, has been
determined in accordance with Rule 457(c).
<PAGE>
EXPLANATORY NOTE
----------------
This Post-Effective Amendment No. 1 amends the Registration Statement on
Form S-8 No. 333-20033 (the "Original Registration Statement") in accordance
with Rule 416 promulgated under the Securities Act of 1933, as amended (the
"Act") to reflect an increase in the number of shares of common stock, $0.01 par
value per share (the "Common Stock"), of the Registrant covered by the Original
Registration Statement as a result of a two-for-one stock split in the form of a
100% stock dividend (the "1998 Stock Split") effective as of the close of
business on March 27, 1998 for all holders of record of shares of Common Stock
on such date. This Post-Effective Amendment also registers an additional
3,500,000 shares of Common Stock of the same class as previously registered
under the Original Registration Statement for issuance under the Registrant's
Amended and Restated 1996 Stock Incentive Plan.
Pursuant to General Instruction E. of Form S-8, the contents of the
Original Registration Statement are hereby incorporated by reference. The
provisions of Rule 416 shall apply to this Registration Statement, and the
number of shares registered hereby automatically shall increase or decrease as a
result of future stock splits, stock dividends or similar transactions.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Mastech Corporation (the "Company" or the "Registrant") hereby incorporates
by reference in this Registration Statement the following documents filed with
the Securities and Exchange Commission (the "Commission"):
a. The Company's Original Registration Statement on Form S-8
(No. 333-20033) filed on January 17, 1997.
b. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Any statement contained herein or in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
<PAGE>
ITEM 8. EXHIBITS
Exhibits Description
4.1 Amended and Restated 1996 Stock Incentive Plan (Incorporated herein
by reference is Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q dated November 16, 1998) (File Number 0-21755)
5.1 Opinion of Buchanan Ingersoll Professional Corporation with respect
to legality of securities (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)
23.2 Consent of Buchanan Ingersoll Professional Corporation (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature page of previously filed
Registration Statement No. 333-20033)
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Pittsburgh, Pennsylvania, on the 29th day of December, 1998.
MASTECH CORPORATION
By: /s/ Sunil Wadhwani
----------------------------------
Sunil Wadhwani
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to this Registration Statement has been signed by the
following persons in the capacities indicated on December 29th, 1998.
Signature Capacity
--------- --------
/s/ Sunil Wadhwani
- ---------------------- Director, Co-Chairman
Sunil Wadhwani and Chief Executive Officer
/s/ Ashok Trivedi
- ---------------------- Director, Co-Chairman and President
Ashok Trivedi
/s/ *
- ---------------------- Director
J. Gordon Garrett
/s/ *
- ---------------------- Director
Michel Berty
/s/ Jeffrey McCandless
- ---------------------- Vice President-Finance
Jeffrey McCandless (Principal Accounting Officer and
Principal Financial Officer)
*Attorney-In-Fact (pursuant to powers of attorney dated January 17, 1996
included on the signature page of the Company's Registration Statement on
Form S-8 No. 333-20033).
-3-
<PAGE>
EXHIBIT INDEX
-------------
Exhibits Description
4.1 Amended and Restated 1996 Stock Incentive Plan (Incorporated herein by
reference is Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q dated November 16, 1998) (File Number 0-21755)
5.1 Opinion of Buchanan Ingersoll Professional Corporation with respect
to legality of securities (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)
23.2 Consent of Buchanan Ingersoll Professional Corporation (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature page of previously filed
Registration Statement No. 333-20033)
<PAGE>
Exhibit No. 5.1
[Letterhead of Buchanan Ingersoll
Professional Corporation]
December 30, 1998
Board of Directors
Mastech Corporation
1004 McKee Road
Oakdale, PA 15071
Gentlemen:
We have acted as counsel to Mastech Corporation, a Pennsylvania corporation
(the "Corporation"), in connection with the proposed issuance by the Corporation
of up to 3,500,000 additional shares of the Corporation's common stock, par
value $.01 per share (the "Common Stock"), pursuant to the terms of the Mastech
Corporation Amended and Restated 1996 Stock Incentive Plan (the "Plan").
In connection with such proposed issuance, we have examined the Plan, the
Certificate of Incorporation of the Corporation, the By-laws of the Corporation,
the relevant corporate proceedings of the Corporation, the Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (the "Registration
Statement") covering the issuance of the shares, and such other documents,
records, certificates of public officials, statutes and decisions as we consider
necessary to express the opinions contained herein. In the examination of such
documents, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
those original documents of all documents submitted to us as certified or
photostatic copies.
Based on the foregoing, we are of the opinion that when the Registration
Statement shall have been declared effective by order of the Securities and
Exchange Commission and when the Common Stock has been duly issued and delivered
pursuant to the terms of the Plan, such shares of Common Stock will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ James J. Barnes
----------------------
James J. Barnes
<PAGE>
Exhibit No. 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 4, 1998
included in Mastech Corporation's Form 10-K for the year ended December 31,
1997, and to all references to our Firm included in this registration statement.
Pittsburgh, Pennsylvania /s/ Arthur Andersen LLP
December 29, 1998 Arthur Andersen LLP
